poai20250930

poai20250930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________ to _________________________

Commission File Number: 001-36790

	Predictive Oncology Inc.
	(Exact name of registrant as specified in its charter)

Delaware		33-1007393
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

91 43rd Street, Suite 110 Pittsburgh, Pennsylvania		15201
(Address of principal executive offices)		(Zip Code)

(412) 432-1500

(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	POAI	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of November 10, 2025, the registrant had 3,393,516 shares of common stock, par value $0.01 per share outstanding.

PREDICTIVE ONCOLOGY INC.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	4

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024	4

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024	5

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024	6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024	8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36

ITEM 4. CONTROLS AND PROCEDURES	36

PART II. OTHER INFORMATION	36

ITEM 1. LEGAL PROCEEDINGS	36

ITEM 1A. RISK FACTORS	37

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	48

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	48

ITEM 4. MINE SAFETY DISCLOSURES	48

ITEM 5. OTHER INFORMATION	48

ITEM 6. EXHIBITS	49

SIGNATURES	50

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PREDICTIVE ONCOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	181,667		$	611,822
Accounts receivable		26,009			34,154
Inventories		37,989			45,760
Prepaid expense and other assets		843,938			272,779
Current assets of discontinued operations		14,348			1,261,403
Total current assets		1,103,951			2,225,918

Property and equipment, net		253,187			347,588
Intangibles, net		47,522			50,955
Lease right-of-use assets		1,634,160			2,047,241
Other long-term assets		98,478			98,478
Non-current assets of discontinued operations		-			202,337
Total assets	$	3,137,298		$	4,972,517

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2,717,725		$	1,044,394
Note payable		187,374			-
Accrued expenses and other liabilities		1,133,046			1,236,378
Derivative liability		74,366,000			-
Contract liabilities		146,576			224,076
Lease liability		627,909			555,169
Current liabilities of discontinued operations		310,046			533,384
Total current liabilities		79,488,676			3,593,401

Lease liability – net of current portion		1,076,544			1,558,239
Non-current liabilities of discontinued operations		-			23,487
Total liabilities		80,565,220			5,175,127
Contingencies (see Note 7)

Stockholders’ deficit:
Preferred stock, 20,000,000 shares authorized inclusive of designated below
Series B Convertible Preferred Stock, $.01 par value, 2,300,000 shares authorized, 79,246 shares outstanding as of September 30, 2025 and December 31, 2024		792			792
Common stock, $.01 par value, 200,000,000 shares authorized, 767,058 and 444,475 shares outstanding as of September 30, 2025, and December 31, 2024, respectively		7,671			4,445
Additional paid-in capital		185,155,064			180,218,424
Accumulated deficit		(262,591,449	)		(180,426,271	)
Total stockholders’ deficit		(77,427,922	)		(202,610	)

Total liabilities and stockholders’ deficit	$	3,137,298		$	4,972,517

See accompanying notes to unaudited condensed consolidated financial statements.

PREDICTIVE ONCOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	3,618		$	3,907		$	116,610		$	76,020
Cost of sales		8,356			11,177			71,695			47,468
Gross profit (loss)		(4,738	)		(7,270	)		44,915			28,552

Operating expenses:
General and administrative		2,613,075			1,545,271			6,316,930			5,696,109
Operations, research and development		528,557			535,236			1,548,678			1,724,013
Sales and marketing		133,494			72,667			406,086			815,563
Total operating expenses		3,275,126			2,153,174			8,271,694			8,235,685
Total operating (loss)		(3,279,864	)		(2,160,444	)		(8,226,779	)		(8,207,133	)
Other income		2,631			36,379			688,483			64,497
Other expense		(3,504	)		(5,822	)		(6,752	)		(9,393	)
Gain (loss) on derivative instruments		(74,366,000	)		7			(74,366,000	)		1,375
Loss from continuing operations		(77,646,737	)		(2,129,880	)		(81,911,048	)		(8,150,654	)
Loss from discontinued operations		(5,106	)		(964,810	)		(254,130	)		(2,344,140	)
Net (loss)	$	(77,651,843	)	$	(3,094,690	)	$	(82,165,178	)	$	(10,494,794	)

Loss per common share, basic and diluted:
Loss from continuing operations	$	(107.24	)	$	(4.99	)	$	(135.70	)	$	(24.23	)
Loss from discontinued operations		(0.01	)		(2.27	)		(0.42	)		(6.97	)
Net (loss) per common share, basic and diluted	$	(107.25	)	$	(7.26	)	$	(136.12	)	$	(31.20	)

Weighted average shares used in computation – basic and diluted		723,998			426,423			603,605

SEC Form 10-Q filed by Predictive Oncology Inc.